Spider-Man Group Therapy
by Sensational Spider-Fan
Summary: What if Peter never rejected the symbiote and it was quite grateful?
1. Chapter 1

**Spider-Man: Group Therapy**

**I'm back after nearly a year's hiatus dont worry about Amazing Brides I'll be back to it soon.**

Peter had been wearing the black suit for a couple of weeks now. The Puma had ambushed him in his apartment and he barely had enough time to lock Mary Jane in the closet before battle ensued a battle that ended with him falling onto a bus and Puma leaving for the time being. He was halfway home on a rooftop when he started wondering about the costume it seemed to have many properties of a living organism the thoughts seemed to fade but the voice that changed the subject wasn't his own. Noticing the hero tried to rip it off of him but it quickly repaired itself firing a dozen lines at the corners of the rooftop tethering him.

"What are we doing?" he asked then caught his odd use of pronouns

Peter didn't know what was going on but he'd rather die than become a puppet he worked his muscles with a vigor he had only demonstrated on several occasions one by one the line snapped only to be replaced Peter could feel himself weakening losing weight as if he were being drained of blood it was a game of chicken which finally ended when the symbiote decided it couldn't fight anymore without killing its host.

"Don't!" the symbiote cried

"Why not you're clearly sentient but you kept you're presence a secret from me played with my mind made me distracted and forgetful why would I trust you with my body.

The symbiote withdrew its tendrils allowing him to collapse to the ground as he felt some of his strength slowly returning.

"We were scared we had never bonded to a human so much and you are such a perfect host we couldn't face that kind of rejection. Self preservation and the interest of our host has always been a bit of a dilemma for us but that only motivates us to get closer to our host. We're the last of our kind our species are parasites they drain their host of all their resources and when they die find a new one. We were a mutant of the 998th generation and we're exiled because we choose to share a more symbiotic relationship with our hosts taking only what was needed and enhancing the host abilities in turn. Galactus devoured our world afterwards. That sound we could never forget that sound."

"So you're a refugee the last of your kind in killing you I'd not only be killing a sentient creature but the last of an alien race and as I've seen you can enhance my powers even contributing some of your own." Spider-Man said as he stood up

"Yes! Will you accept our bond?"

"On a trial basis if you try grafting yourself I'll get Johnny Storm to flash fry you or ask Reed to use his sonic gun you're on a very short leash. Also don't make me use the word we especially around others I have enough problems without sounding like a lunatic."

Peter changed into his civilian attire and arrived at his apartment an hour later.

"Whew what a day my back is killing me, my arm feels worse! And my mind is filled with so many unanswered questions!" he thought

He started climbing the stairs.

"Why did the Puma attack me in the first place? Why didn't he finish me off when he had the chance? Hmm sounds like someone's inside wonder if Felicia's back-?"

Peter opened the door and MJ hugged him.

"Mary Jane-?" he said "Oh my gosh I forgot all about her!" he thought.

"Peter-! You're back! You're safe! All that crashing and shouting-! I thought I'd go out of my mind!"

Everything's all right MJ! Those sounds you heard were only, err, only…"

MJ broke off and walked away.

"You don't have to make up another one of your phony excuses, Peter! Not now-! I know the truth! The real truth!"

"What are you talking about?"

"I've known your secret for years! Up until today, I always thought I could cope with it if I ever had to experience it firsthand—but I can't! I can't! I just cannot cope with the fact that Peter Parker is secretly Spider-Man!"

MJ started walking towards the door.

"Mary Jane wait! Wait-! "We have to talk!"

She turned and he put his hands on her shoulders.

"What's the use Peter? You're only going to lie to me! And I really can't blame you! After all how could you ever confide in an airhead like Mary Jane Watson?!"

"Mary Jane please wait-!"

I care about you, Peter!" she said tears in her eyes "I really do but you come with so much baggage! You can't imagine how hard it is to accept the fact that one of my closest friends is constantly out risking his life! That's why I originally left New York! I just couldn't take it anymore!"

She heads for the door again.

"I had to get away from you… and Spider-Man!" she sobbed

Peter's Spider-Sense started to go off.

"Uh-Oh" he thought "As if I didn't have enough to worry about, I sense something outside my window! Has Puma returned?"

Black Cat jumped in through the window.

"Oh!" MJ let out

"What's happening lover?" Felicia said "I just stopped by to—Whoops"

"It's true. It's all true!"

"Oh no the Black Cat just blew my secret identity for sure!" Peter thought

"I…I guess I should be going!"

"No!"

"Of course she should go! She doesn't belong here!" Felicia snapped

Peter didn't know what to do.

"Mary Jane don't! Cat please!"

Felicia faced him and pointed at her perceived rival.

"Who is she? What's she doing here? Why don't you answer me?"

"Goodbye Peter!" MJ said

"Mary Jane!"

A strange sense of calm overcame Peter.

It's going to be alright WE can handle it. The symbiote said

Peter's costume formed on his skin the mask not covering his face however it's surface rippling powerfully.

"What's happening?" Mary Jane asked

"His costume is alive I think it's-" Felicia said interrupted as a tendril shot into and around her mouth

A second tendril grabbed MJ's leg.

"No we can't do this!" Peter exclaimed trying to rip his costume off even though he knew it had no foul intent and wasn't exactly clear on what it was doing anyway.

To round things off the symbiote fired several darts at the two before it retracted as they were engulfed into a single cocoon from within.

"What have you done!" Peter raced to the oily mess in the middle of his room

"We're welcome for getting us out of a tough situation." the symbiote said

Before he could grasp the cocoon a gloved hand punched through the top and two identical figures began to rise out.

"Chill Spider/Tiger I think you're really going to like what happens next." They said in an unbelievably sexy but dualistic voice.

They had long pink hair and green eyes that seemed both predatory and as if there was a lot going on behind them like a roiling storm had just abated yet oddly reassuring although this was probably largely informed by the symbiote Peter was wearing. Their faces were the primary difference between them they were both composites but of different features. Their height and bust were in between as well standing at a height of 5'9 with breast that were larger than MJ's impressive frame but not as distracting to passerby as Felicia's. They both sported a black outfit half costume half dress the only differences being that one had long sleeves and a white cat symbol and the other no sleeves and a red spider symbol that's pattern was more like Peter's old costume.

"What is going on? How… why did w… you do this?!" he demanded of the symbiote

"We acted on pure instinct an old response from my line though I can't deny it was informed by your desires and dilemmas. We empathize with our host so we shared your feelings for these two what's inside them is an extension of ourselves not a true spawn we only reproduce once and that is not for some time. We didn't realize that bonding with them would have the same effect on us as our bond on you we have the same loyalty to them and with their memories our feelings for you now… are more human." The symbiote explained in his mind

"Mary Jane, Felicia I'm so sorry I did this to you."

"Can you just relax for a moment we're fine never better actually." One said as she approached the other examined their new bodies and fired a web-line or two from her wrist from the look of satisfaction that appeared on the one that spokes face made Peter assume that they either one mind was using two bodies for different task or there was a strong telepathic link.

"I know what this thing can do you two are not thinking with your right minds."

The two shared a thoughtful look and their eyes changed matching those of one or the other as they mentally differentiated.

The one that was closer Red Spider Symbol who by her lack of cat symbol we can assume was Mary Jane moved to a few feet away from him calmly expressive.

"Yes your friend was quite… aggressive with our bodies" she remembered their panic as encased their legs, hips, chest and finally heads were fused into one another before fissioning into two. "After the mental bond was formed however it didn't do anything without our permission we came to some of own decisions although it was quite abrupt but what can you say can get some fast thinking done when all you're synapses are firing." She said

"To the brain time moves much much slower when you're in a dream state. Our minds were briefly merged and we witnessed all of each other's life experiences and some of yours. We learned a lot and decided each of us needed to get our act together if either one was to work long term with you. We'll share the details of our little chitchat later but we share a telepathic link our minds can manifest in either body we can read each others thoughts and see through the others eyes if they want us to the symbiote can also support a merged personality state. White Cat Symbol/Felicia explained reflecting back with a little more patience than he was used to and giving her former rival a knowing look.

"You said nature originally dictated you be a parasite you don't consume anything on your own so what are the long term consequences of bonding? What do you need to survive? He asked in his mind."

"We consume adrenaline and cancer cells so we are attracted to creatures that live exciting lives like yours or whose bodies are betraying them. We'll need to maintain the telepathic network and look after both of our survival but our race spends most of our time in a lower state semi-sentience it saves a lot of energy you and the others will have a lot more control over us if we're well looked after. We carry the abilities of our past host they both have your spider powers now along with Felicia's bad luck powers which with our help should now encompass good fortune as well. One last thing we also need a chemical that's in most creatures brains we've detected it in what you call chocolate so you should eat a healthy amount of it if you don't want either of us to crave grey matter."

Peter briefly shuddered at the thought of a person in a symbiote chasing someone talking about eating their brain."

The symbiote now permeates every cell of our bodies it can be separated but it's probably a lot harder than with you. The genetic material of both of us are stored as well as our memories and yours though we only saw a compressed form of it."

MJ continued with none of the dread he would have expected.

"It wanted us to know you more intimately but without confusing us or significantly altering our personalities. And we both have your powers"

Felicia adhering to the ceiling after a leap facing him her head a foot away from MJ tracing his chest a domino mask sprouting on her face by instinct before fading.

"Okay the symbiote and you two came to some sort of an agreement it still all sounds like a massive invasion of privacy to me. Cat you don't need to declare some draw to win me over we're already a couple MJ and I are just friends.

Felicia laughed"

"Just friends you know I think you might actually believe that lie. Be honest Spider we have our problems and they weren't going to disappear we went a long way but I'm not your pity project or convenience you can't just fix me."

"That's what we have each other for. You're still up for it right?"

Mary Jane asked the anti-heroine with mixed feelings

"I hate to admit it but from what I learned you have as much... maybe more right to him than I do Plain Jane."

Felicia answered dismounting

"In short we're both willing to share you in doing so we are sparing ourselves needless competition and we think it will make a shorter, smoother wait for a serviceable marriage."

MJ concluded

"Marriage but I thought?"

"Be honest we both know how much you wanted it since you were a teenager the wife, the kids a nice home in suburbia and I always dreamt we'd go to Niagara." Felicia stated overcome by some of the cute things she'd gleaned from Peter's mind and memories of some of her dreams of Spider-Man before they first met. She pointed at Mary Jane "This one is a bit flighty and has some issues but I don't think she'll break your heart again."

"You two aren't thinking that I…"

Peter said just as he started to accept the tremendous luck of the situation."

What can't handle both of us? We understand."

The two women changed form into their distinct identities besides their clothes that is Felicia sported a very sexy black dress which he remembered from an old date with Mary Jane and MJ in the Black Cat costume only this time it was a little lower cut than he remembered (though not nearly as wild or revealing as many of the variations to grace the pages of Marvel's magazines)"

So would you like to go on a normal date with Felicia Hardy or explore the city with New York's newest heroine the ever captivating Ms. Watson?"

"I…I…"

"Face it Spider/Tiger you just hit the Jackpot!"

**Don't forget to review!**


	2. Chapter 2

**Chapter 2 (Orientation part 2 of 4)**

**I guess we could say this is an alternate version of ASM #259 just as the last one was an alternate of #257-258 there were many different versions of this chapter arranging the things that were said and the sequence of events for example the Dreams which are reproductions of those in ASM #258 SSM #100 were a late addition originally I wanted to go back and use them as a prologue I actually invite you to read them as such I see them as the true beginning of the story but I finally found a way to present them in this chapter with it making sense. I haven't read The Evil That Men Do so I don't know much about Felicia's past besides what was in SSM #98 so I'm making some things up and accepting some of Spider-Girl's hints as well. There is another symbiote story idea I have but I've got enough to juggle for now. While this story is focused more on character development the other is a straight up infection tale with more of a focus on the science and strategy of the symbiotic race.**

Peter was indecisive but he didn't want to keep them waiting and he realized that they wouldn't be hurt by his answer. The day had spiraled out of control he'd made snap decisions in his love life before like dating Cat in the first place but accepting this it was different somehow but exactly like they said an accelerant a way to get all their lives together it seemed too easy but right as well how could he resist? Peter's relationship with Felicia was intensely in love with her his feelings had never been as strong for another woman not Gwen or MJ but so far it had been really little more than passion between their adventures and taking care of her when she'd get hurt his life had been nearly consumed and for all of that they didn't have a real foundation. Whatever he had with Mary Jane and he didn't think either really knew what it was at this point they had been built on years of friendship even though he had never been swept away with her in young love like Gwen or the convenience that Cat had presented him it was firm it was real he knew that even if she might not be comfortable with his web-slinging with the walls down things could only get better between them. However much he had been dying to go on a normal date with Felicia the alternative would give him much more of a chance to see what the symbiote's enhancements.

"I'll go with Mary Jane and spend the night out with Cat you prefer the night anyway right Felicia…?"

She didn't answer but had a grin on her face as if she were holding back some secret. Peter took Mary Jane's hand and surveyed the exits.

"Don't worry Pete I have the sense not to leave through the window."

Peter and MJ left through the bathroom skylight a great relief to him The Black Cat was always doing things that would compromise his secret identity like entering his apartment through the window repeatedly. As a result she had encountered his landlady fortunately she didn't know anything about the Black Cat and dismissed her as a kinky weirdo Peter was dating but he knew he'd have to find a new place to live soon. As the two departed Felicia was left wondering what to do while she waited in Peter's apartment a modest place she didn't care for and all the while her Spider would be out on the rooftops with MJ. She was determined to be good even if it meant dealing with some things that were out of her comfort zone their relationship had had many problems this was the kind of thing she would have to deal with an afternoon without her Spider-Man but that didn't mean she was going to completely miss out on the fun and then there was the symbiote her new partner in danger.

The two had very different connections to the symbiote for MJ it was as if they were literally one organism her portion of it was completely consumed by her personality... as much as the telepathic network would allow she just felt more comfortable that way to have that sense of ownership it also put her mind at ease as she didn't give it much thought but let it carry out some of its functions unconsciously shared reflex it gave the symbiote a great deal of satisfaction as it "became" MJ. On the other hand Felicia had been more open to the whole thing her relationship was more of a partnership she had no problem thinking as we and having conversations with it. It made her feel all the more foolish for getting her bad luck powers from the Kingpin if she'd just waited a few weeks her Spider could have delivered his powers to her giftwrapped in such a nice package. While MJ's powers came to her completely natural she didn't think to utilize or explore them much Felicia on the other hand was interested in all of its functions and probably held more sway with the symbiote in the telepathic network.

Peter and MJ travelled several blocks across rooftops and swinging him with his symbiotic webbing which he'd noticed over the past few weeks was stronger than the synthetic compounds he normally used though it dissolved faster and her with a tendril that simulated Felicia's Cat's Claw the claw was a good tool but it had been little match for his web shooters nor had she the strength to move as high or fast with it which was one of the reasons she preferred to be held in her lovers arms as he swung before an investment in a serious grapple gun would lay in the future but now MJ moved with an effortlessness and strength that matched the arachnid themed hero. As they continued he decided to probe the symbiote mentally.

So this reaction you had."

"We had."

"Right. "We" said I had some part in it explain."

"We can see your dreams and am privy to much of the activity of your subconscious though We cannot understand all of it. Many of them were nightmares which we tried our best to make you forget and some occurred when We were using our body We realized there was more that We could do to ease our dilemmas, put your life in balance, make sure We were loved on a permanent basis by your kind the way… I… do and yes We did believe it would make you less inclined to reject us in the future."

"I want to see them."

"Are we sure they are… unpleasant?"

"Yes."

"Okay but we will control your body while you're in the dreamscape it shouldn't take more than a few minutes."

A young bespectacled Peter Parker found himself running across a curving web like bridge pursued by a huge black shadow.

"G-gotta keep running! Can't stop-! I can sense something behind me something monstrous! It's gaining on me! Getting closer-! Closer-!"

The shadow looms over half his body!

"Arghh!"

He turns back and sees it.

"I can see it breaking through the mist! No it can't be—not you!"

The black suit moves to grab him.

"Not you-!"

The black suit is punched back by another equally large figure.

"Wha-? Something's forcing it back! Pushing it away-!"

He stood now on the ground staring at his two costumes in all their horrific glory towering a hundred feet above his head.

"Oh no-! It… can't be!"

The black suit punches the red suit then they turn their attention to him as he runs.

"I gotta get away from these monsters before they kill me!"

The black suit wraps its arms around him.

"No! No! Let me go!"

The red suit gets a grip on his other side neither giving up on their hold.

"Stop it! Please—You're hurting me! You're tearing me apart!"

"Your subconscious had caught some inkling of my true nature and your reaction was discouraging but there was more to it you were equally terrified of your previous costume, you identified yourself as your pre-heroic self. I'm not adept at interpreting dreams but it shared a common motif with the other one. I don't think you were really scared of me but projecting a different one I've glimpsed another shadowy animal part of your consciousness that is uncultivated maybe you projected those feelings onto your heroic identity it has been consuming you lately. There was however another dream."

"No! Mustn't go down that road… there's something wrong with it!"

Peter was walking down a curved road with Black Cat holding his right arm and Mary Jane his left.

"How did I get here walking down a path with the two most important women in my life!"

"He's much better as my Spider, don't you think Mary Jane?"

"You're wrong Black Cat! He's better off as Peter Parker!"

Suddenly the wind picked up and started to carry them away in the air even as the asphalt started to latch onto his pants and arm revealing it as the symbiote.

"Wha-?! No! I-I'm sinking into the roadway, it's become like tar! And the Cat and MJ are being swept away from me!"

"Spider-Man could get free of it!" Cat asserted

"No! It's because of Spider-Man that you're trapped!"

I'm sinking deeper! Got to free myself! But the way it's clinging—it's almost like… my new black costume! No! It's alive really wants to graft itself onto my body!"

He was now completely covered.

"Can't let it cover me! Got to get free somehow! But I can't… I can't!"

RINNNNNNNNNG!

The symbiote retracted from his face.

"What's that noise? That ringing sound? It's making my costume stop! Yes of course! Sound can stop it!"

"This dream was similar to the first there was a conflict in your life and you were terrified of us… but the conflict was clear Spider or Man, Felicia or MJ we would later find out that though needing work Mary Jane was a far greater companion than we anticipated in time she may have been just what we needed without our interference which was good because we were searching for new avenues, auxiliary options to fill that void that was made by the death of sweet Gwen and we may have once made an advance on Captain DeWolff while we were sleeping."

"You did what?"

"She turned us down."

"Of course she knows I'm with the Black Cat!"

"Yes… human customs but we saw an abnormal pigment on her cheeks she is aroused by you. No matter we've arrived."

Peter suddenly saw what his body was actually doing rather than a mindscape as control over his body returned.

After a moment they crawled to the top of a particularly high rooftop not far from the Fisk building.

"So this is what it's like no wonder you'd go out on patrol!"

It was hard for himself to tear away from the moment but some of the logistics of their decision was coming to him.

"MJ seeing you like this really turns me on…"

"Does it?"

"But people are going to be asking questions about what happened to Black Cat I don't want that to happen."

"Say no more I'm an actress I can play and look the part and what more I've got a little gift for you."

Peter could feel his symbiote responding a small tendril fired out of the torso of MJ's costume and met his near the shoulder he could feel a small rush of information but he could see a disappointed look on her face as the tendril retracted back.

"Drat!"

"What?"

"I was hoping to give you Cat's probability manipulation but it looks like some powers can only be duplicated through merging."

"I felt something."

"Some skills I hope carried over. Now before a helicopter or some flying nut in a costume comes..."

"Fury's also got spy satellites."

"They can't be that good if he hasn't figured out who you are yet."

MJ's body transformed in seconds she was identical to Felicia.

"How will I…Um…"

"A little creepy? How about this?"

Her face shifted her eyes became her own along with her dimples just enough to put him a little more at ease.

"That's… great. Is our friend listening in?"

"Yes I let her see what I see, hear what I hear, feel what I feel but only if she uses her own mental resources to do so."

"Things have been weird between us for a long time I never imagined us like this I like it. I never took much of an interest in your life, never pried I guess I was so distracted by my responsibilities as Spider-Man that I never thought to we never really went anywhere as a couple until I popped the question and that wasn't fair to you after you helped me with the loss of Gwen."

"Peter I've been doing a lot of thinking about you… about us… and I've come to a decision. I've known yours secrets for quite some time. But you've never known mine. Well I guess it's only fair that you do…"

Peter was filled with uncertainty as to his future, her reliability the whole symbiote situation. When did she figure it out?

"Relax Peter I know what you're thinking about, and you needn't worry. I'm not the space cadet I appear to be… it's funny we've known each other for a long time… but we really didn't know each other. We're supposed to be friends, but we never open up to each other, we don't share… we're a great pair aren't we?"

"I guess I never looked at it like that."

"Friendship carries some pretty big responsibilities but we've just been coasting along. I do that a lot! Sometimes I think I've spent my whole life running away from that kind of responsibility. I guess I get that from my parents… did I ever tell you about them? They met in college. Mom was a drama student, and Dad majored in modern American literature. Oh they were so in love in those days! They just couldn't wait to get married. After graduation Mom wanted to move to New York City, to try her hand at acting but Dad had other ideas…"

"Be sensible Madeline! I've already been offered a teaching position. It's only a small college in the middle of nowhere, but it's a start…"

"Oh Philip I'd move to Siberia if it would make you happy!"

"They were married about eighteen months when they had my sister Gayle… I was born four years later. As the years passed Dad became a full professor. He was popular with his students, and the college administration respected him. Mom devoted her life to us kids. My parents must have looked like they had it all…but my Dad wasn't satisfied he wanted to prove to the world that he had the skill and talent to be another Fitzgerald, a Faulkner-! He didn't!"

"No! No! It isn't coming out right! It's trash everything I write is trash! Can't you keep those kids quiet? Madeline it's your fault I can't concentrate!"

"Hush, girls! Your father is trying to work!"

"But we weren't doing anything momma!"

"I know sweetheart!"

"Dad began switching jobs moving from one college to the next. I don't know what he was looking for, but he never seemed to find it. Mom endured the constant moving. Even though she hated it. I wasn't wild about it either. As a result Gayle and I were always changing schools. It wasn't easy to make friends… but I really wanted the other kids to like me, to notice me..."

"We have a new student… Mary Jane Watson."

"That's me—the one and only!"

"I guess I became a bit of a class clown! Gayle handled her loneliness differently. She began to study dance… she would practice for hours… just her and her music! Meanwhile, things continued to get worse between Mom and Dad."

"I never wanted a house or children they're anchors holding me down!"

"And then one day…"

"Enough those bloody dance lessons are costing me a fortune!"

"Philip no-! Not the children-! Don't take out your frustration out on them, too!"

"I couldn't believe my father had actually struck Gayle! I felt helpless! Enraged-! I didn't know what to do, so I began to run…"

"Hey, Mary Jane! Where you going in such a hurry?"

"You okay-? You look like there's something wrong!"

"W-wrong-?! Are you kidding? Nothing's ever wrong with Mary Jane Watson!"

"Mom finally gave up on her marriage a few weeks later, while my father was being honored at the college… we slipped out of the house while he was still at the awards ceremony. I guess Mom just couldn't face him anymore… a messy divorce followed! Dad sued her for desertion, and the court wasn't very sympathetic towards her… we didn't have much money so we were forced to turn to family for help…"

"I still don't see why we've got to take them in!"

"They're kin and they have nowhere else to go!"

"It wasn't easy on us, being shuffled from one set of relatives to another, but I tried to make the most of it."

"Oh, Dollink! You're so cute I could diie!"

"(giggle) That's a great Aunt Martha, Mary Jane!"

"It's funny but there was only one relative that I enjoyed visiting. My Father's sister… Aunt Anna! She always made me feel so at home-!"

"Mary Jane I want you to meet my friend May Parker she has a nephew who's only a year older than you!"

"I must have been only thirteen when I first laid eyes on you. Peter! You were just starting high school, and you looked so serious! A real bookworm! Do you remember how our aunts were always trying to get us back together? Do you Peter? Peter-?"

"How could I ever forget? Aunt May was always trying to set me up with Anna Watson's niece. But I still managed to put off meeting you for years!"

"Foolish boy!"

"Don't blame me I was told that you had a great personality, and you know what that means! When I think of all the time I wasted avoiding you-!"

"That's the trouble with time, Peter! It has a nasty way of slipping away from us…"

Meanwhile the Hobgoblin broke into several gambling establishments exhorting 10% of the profits.

Back at the rooftop.

"Whatever happened to your father?"

"He moved to Oregon some years ago… and he didn't even bother to say goodbye. I wrote him a few times but he never answered my letters. After a while I stopped trying… meanwhile, Mom Had finally found us a permanent place to live… with her cousin Frank Brown! Frank was a steel worker whose wife had died the year before… he took us in on the condition that Mom would keep house for him, and his three children… Living with Frank was quite an experience. He was a hard man, Stern! Unforgiving! But he did treat us fairly… and he brought a certain amount of stability to our lives. That's when Gayle first started dating Timmy… Timmy Byrnes! Oh he was such a hunk in high school I was half in love with him myself. I remember how happy Gayle was everything was finally coming together for her! Her dance teacher was certain she had a real chance at a college scholarship. She was living every young girl's fantasy! Not only was her boyfriend the captain of the football team but he was one of the schools top scholars, too!"

"The National Honor Society welcomes Timothy Byrnes to its ranks!"

"Yeah, things looked great! It's a shame that fantasies don't work out in real life… Gayle kept studying, and working at her art! She loved to dance! She really did! But, it was real obvious that she loved Timmy even more! As for me I was busy with the school's drama department…"

"Juliet! wherefore art thou?"

"Here I am Tiger!"

"Needless to say my first few performances lacked a certain "polish"… As the school year drew to a close, Gayle dropped her big bomb…"

"Timmy and I have decided to get married as soon as we graduate high school!"

"What?!"

(Later)

"Are you crazy?! You're throwing away your chance for college! For everything-!"

"You can't tell me how to live my life, Mom… not after the mess you made of yours!"

"In the end Gayle had her way… they were married in a simple church ceremony. Soon after they left town. Timmy planned to enter a pre-law college program in the fall; and Gayle was going to take a job to help support them… for some crazy reason that sounded like a very romantic thing at the time. Pretty dum. Huh? The next year was a wild time for me I was fifteen, and life was beautiful! I even acted in a few more plays…"

"I have always depended on the kindness of strangers!"

"It wasn't bad! And then I received the letter…"

"It's from Gayle she's coming to visit, she has a surprise for us!"

"I wonder what it is?"

"When they arrived, we found out…"

"Oh Gayle I'm so happy for you and Tim!"

"Yeah everyone was happy for them! Well, almost everyone… I still remember the day the baby was born he was the cutest little boy-! But the expression on Timmy's face-! He was only nineteen he looked so haggard, so desperate! Like some caged animal—Or a drowning man who had just been tossed an anchor!"

"C'mon Mary Jane it couldn't have been that bad he loved your sister. He did but that didn't change the facts… Timmy had barely finished his first year of college! He loved Gayle! I'm sure he did—! But that didn't mean he could accept the responsibility for raising a family! True love… Ha! It doesn't stand a chance against reality! What good is it anyway? At least that's what I thought until yesterday."

"It was a big change for us all."

"An overdue one I think."

He noticed her space out a bit.

"You okay? Yeah… I guess so. I was just thinking about Timmy Byrnes he really wasn't such a bad guy. I don't think he meant to hurt Gayle, or anyone else. He was just a kid who let his life get out of his control. Poor Timmy he always dreamed of attending law school, but he was only in his second year of undergraduate study… and he already had a wife and baby to support! Think of the strain he must have been under! The pressure! No wonder his grades began to slip… and his marriage began to fail!"

"You're the reason I can't study properly! You and you're kid!"

"Gayle was confused! Desperate! She started calling Mom for advice, for support-! But that led to other arguments-"

"Get off the phone Madeline! Let the kids solve their own problems!"

"Frank please-! My daughter needs me!"

"Maybe Uncle Frank was right maybe my mother shouldn't have gotten so involved! She hadn't been feeling well for months, and those phone calls certainly weren't doing her any good. I know I tried to shut Gayle and Timmy out of my mind… I was only in high school! Proms and parties—that's all I wanted to think about! But then Gayle called me with a rather startling announcement…"

"Mom, I… I'm pregnant again!"

"That's wonderful sweetheart!"

"Mom still wasn't in the best of health, but she decided to celebrate Gayle's news with a surprise visit! She truly believed that a second child would force Timmy to accept his responsibilities, would heal the marriage! But…"

"Gayle what's wrong? Where's Timothy?"

"He's… gone! Packed his bags and left. Said he couldn't cope with the thought of another child."

"I suppose I should have hated Timmy for what he'd done to Gayle… but. I couldn't! Not when I wanted to run away, too!"

"Don't worry, dear! Your sister and I won't desert you! I'll phone your Uncle Frank, and tell him we're staying here!"

"In the months that followed Mom's health continued to deteriorate, she grew weaker and weaker until she had to be hospitalized… that's when we first learned she was dying. My whole world was rapidly bursting apart-! To help with the bills, I dropped all of my extracurricular activities—including drama club—and devoted myself to a series of after school jobs… With all of her grief, my Mom still had one last dream. She was determined to live long enough to see her second grandchild. She… didn't make it."

"I know things look pretty bad now, Mary Jane, but we'll find a way to make this work out. Trust me-! Once I have this baby I'll get a full time job… and you won't have to work so hard after school! We can find someone to watch the kids during the day, and-"

"No. No! Your kids are your problem! I've got my own life to live—and I'm not going to waste it like Mom wasted hers! You and Mom—and even Timmy—gave up your dreams because you wanted to make someone else happy! Well that's not gonna happen to me!"

"Mary Jane, wait-!"

"No! I want more out of life! Much more!"

"Poor Gayle I never looked back at her. I just started running… and in one way or another I've been running ever since! It's almost been four years since I last saw my sister, her second child was another baby boy… cute little guy to Aunt Anna showed me pictures when he was born. I only wish Momma could have lived to see him…"

"Why don't you go see him? Maybe you and your sister could finally come to terms."

"I don't think that's possible, Peter too much time has passed… I've phoned Gayle a few times over the years… mostly on holidays and the kid's birthdays, she's never happy to hear from me. I don't think she's ever forgiven me for deserting her. I really don't blame her I've never forgiven myself, either."

(Peter's thoughts) "My Aunt once told me that Mary Jane and I have a lot in common. We're both lost… so very much. Aunt May… I've even lost her recently! She hasn't spoken to me since I dropped out of graduate school! I really should have straightened things out between us long before now. But I've just been so busy lately. I just hope I haven't let too much time pass. And Mary Jane just bared her soul to me and to think of all the years I've lied to her how frustrating that must have been for her no wonder she left when I proposed how foolish! When was I expecting to tell her? A year, two years, never?"

"I really didn't mean to lay all my grief on you Peter. It just sort of came out. You're a good listener. In a funny way I suppose this makes us even."

"How do you mean?"

"I know you're greatest secret and now, you know all of mine… Peter I never meant to tell you that I knew you were Spider-Man. I didn't know how to react! If you didn't stop me I would have left town again. I can't now I really care about you and a few days ago I'd tell you I'm not talking about love but I'm not lying to you we've always been more than friends."

"I know Mary Jane I guess I feel the same way about you…"

"I don't like you going out and risking your neck… but now… I think I'm equipped to deal with it."

Peter was in good spirits but he realized there was one secret she hadn't told him when she figured out he was Spider-Man. He determined to ask her later but before they moved on he still had to ask about the symbiote.

"When you were in the cocoon what was it like? What changed? Why did you agree to this?"

He could see that MJ wasn't too comfortable he could see the symbiote responding on her he smirked under his mask she noticed and got control it humored him that someone that had gone through so much of her life hiding her emotions now literally wore it on her sleeve.

"Can we talk about this later?"

His answer was interrupted by a gunshot.

The pair dived to ground level firing their wrist lines/tendrils at the last moment a lone cop had been shot in the leg while attempting to stop a robbery. Though the second smartest person in the Marvel Universe Peter was no ace detective still he was able to tell they were the Rose's men and they were a lot of them after trouncing two of them in stylish fashion the remaining criminals surrounded them.

"We have them outnumbered."

"Is that true?"

"I'm sensing a little Déjà vu."

As the thugs attacked in unison Spider-Man and Mary Jane responded in kind.

"What are you men the best Leathermask can find I've fought the Kingpin and you guys are no match for the Fat Man now he knows how to run an organization when he's not eating whipped cream or waling over his wife."

"Save some for me Spider I can use the exercise."

Spider-Man realized he had taken out thirteen men the pair hadn't been in each other's way like he and Felicia often found themselves but he had been so over the place that she had only been able to knock some sense into two guys.

"I'll oblige. Hey fellas you want me to take some pictures of you getting beat up by my girlfriend or record a video?"

"Why you!"

One of the thugs moved to fire his pistol but MJ simply put her finger in front of the barrel and it backfired she then delivered a kick to his crotch while gripping the shoulders of one behind her and launched herself over him.

Spider-Man settled himself on a perch and began snapping pics.

"That's my girl."

He admired her form she fought like the Black Cat but he could see her street smarts as work as well and those blows were definitely stronger than Cat even after the Kingpin had enhanced her the girls weren't lying when they said they matched his strength. However the last one finally managed to get her by surprise and hit her in the back with a piece of wood MJ scarcely reacted to the pain the suit on one of her feet forming a high heel she used to step on his foot before elbowing his jaw and knocking him to the ground. Peter dismounted and quickly examined the shots on his digital camera it helped a lot when you took them in person.

"How'd I do?"

"Amazing and you came out great in the pictures."

"It's good to know I can be photogenic even in this body."

"How was that guy able to get the drop on you I thought the bad luck powers countered any attack?"

"The symbiote can't carry every power perfectly I can only manage probabilities consciously I can't rely on them to automatically protect me like her and your Spider-Sense didn't transfer to us though we are immune to yours. That's what I was doing when we were tethered transfer Felicia's ability to you it didn't work."

"I felt something."

"Skills you can utilize both our fighting styles now, sneak around like a cat burglar and act better your excuses haven't improved over the years."

The hero felt his Spider-Sense go off and then the sound of an engine. They had missed two of the men in a pseudo-mailtruck. He put his arm around her as he leapt over the truck firing webbing out of his free wrist at the windshield as it went by underneath him then realizing he could save the city some property damage he set Mary Jane down and fired two web lines and yanked flipping the vehicle over upside down just in time for the police and DeWolfe to show up.

Note: Jean is an older woman for the sake of this story let's say 35 she's 5'8 weighs 125 pounds and sports orange hair and green eyes. Instead of her usual getup some 1920's/30's fashion on this occasion the police captain was wearing an elegant dress.

"It is as I live and breathe, it's Captain Jean DeWolff. Somehow I never pictured you as a woman-about-town, Captain."

"Why did I have to develop a crush on the webslinger" the older woman thought "he's no less enamored with the Black Cat. If I was able to discover his identity however he could have a legitimate place in law enforcement put him to some real use and then we would be seeing a lot more of each other. I know Captain Stacy had a private file on him somewhere in the precinct I'll have to take a look myself." She now spoke aloud "Stuff it, webslinger, I have just had a long-planned evening shot to blazes…. By a beeper that doesn't know the meaning of off-duty… you're work is done Go home, wallcrawler. Go snuggle up with that girl of yours and be thankful you can turn it off whenever you want. I don't have that option."

"Lighten up, Captain, and by the way I like the dress, too."

"Oh, you…"

Peter leapt and retrieved his camera.

"Of course what's filling out that dress ain't half bad either. I think I'll take a few snaps of Jean as well. Just for professional purposes, of course." He thought "Hey what am I doing in the middle of a date she's 35. Hey are you messing with me? Got a crush on De Wolff do you?" He asked the symbiote

"We don't know do w… you?"

"Now I get to interrogate my costume another great job benefit. You keep this to yourself."

"Of course."

He let the camera be absorbed within one of the symbiotes self forming and sealing pockets then rejoined Mary Jane on a rooftop. After swinging a few blocks she asked.

"Ready to stop by the Bugle and call it a day?"

"Unless a supervillain shows up yes."

The Hobgoblin suddenly appeared before them on his glider laughing maniacally.

"Sometimes you just can't catch a break."

"Nice to see you lovebirds again hope you two have taken some couples counseling since the last time we met otherwise this will be quite short."

"Hobgoblin is that really you or another fall guy like Left Donovan?"

"Surely you must know a man is privy to his secrets."

"Wow this is new most supervillains would say yes and gloat about now it's refreshing if unhelpful."

Hobgoblin fired one of his finger blaster which Spider-Man dodged with ease.

"My goodness you already brought the sparklers how rude what about the other party favors the razor bats pumpkin bombs I tell you these new fellas have no style."

Spider-Man and Mary Jane knew it was time to get serious. They worked in great concert then MJ used a symbiotic tendril disguised as a Cat's Claw to drag him down he was prepared for it and it wouldn't have worked but between her newfound strength and the symbiote having a mind of its own and being able to compensate she was able to yank him low enough to land a punch to his jaw and the Hobgoblin knew Cat's strength level had seen a major upsurge nothing like the weak blow he'd felt in their last encounter.

"Don't tell me the Kingpin gave you that kind of power. What are you taking?"

She leapt away as he tossed some razor bats. Spider-Man was able to dodge on his approach before kicking him ten feet back.

"Something a lot better than that gas you like so much."

The Hobgoblin easily recalled and remounted his glider.

"You're an obstacle and a fine adversary but I have no vendetta against you Spider-Man I think I will take my leave stay out of my way."

He tossed some pumpkin bombs to the street and Spider-Man rushed to save civilians.

"I'm not letting you get away." MJ said

"Really then this will be on your conscious."

He fired a blast at the damaged building above Spider-Man he was just able to get some kids out of the way before a bunch of rubble fell on him. Mary Jane felt her mind wrenched out of her body and into another. Opening them she found herself in Felicia's body lying in the middle of Peter's bathtub.

"No!"

Back in the action Felicia assumed control of her body in no time.

"Lover!" she cried immediately

"You will pay for that! I will make you pay!"

"Shouldn't you check on him first? Tell me what you find I'd much like to know."

The Hobgoblin laughed and sped away a little too fast for her to pursue. She descended to street level and watched as he dragged himself out.

"Oh Spider my Spider you're all right! For a second there I thought you were dead!"

"Felicia?" he asked groggily "is that you?"

"Yes."

"What did you do to MJ?"

"I switched out we can tag team you know."

"You shoved her out of her own body on our date?! And let the Hobgoblin get away... we'll talk about this later. You'll give her body back."

"Of course. This isn't the kind of reception I expected."

He watched and waited and finally it worked.

"Sorry about that Tiger. That woman has some nerve."

"If you could would you have done the same thing in her place?"

"Yes I would."

"Then that's that. Let's get to the Bugle."

They found a place to let their symbiotes change to their street clothes and in the lady's case her true form. Mary Jane was happy to get to be back in her real skin for a few minutes she waited outside. Peter turned in the photos they were of high quality and Robbie was pretty charitable.

Peter had just stepped outside with a grin on his face when a woman who looked like she'd stepped out of the eighties bumped into him from behind rushing to a taxi.

Joy Mercado is 5'10 weighs 135 pounds with "big" blond hair, blue eyes and an 80's fashion sense.

"Hey! Do you mind?"

"Gangway! Reporter on Deadline here. Taxi!"

"Reporter, huh, how about a little professional courtesy to a photographer?"

"Photog… Hey, stud! Are you Peter Parker?"

"Uh, yeah. I'm-"

"Great get in."

Peter wasn't going to let himself get sidetracked.

"Am I under arrest?"

"Don't be silly slick. Say I like the raincoat."

"It's a rare fabric, who are you anyway?"

"I'm Joy Mercado, just joined the Bugle… I let them steal me from the Times. The cops picked up two suspects in the gang shootout last night I was on my way to the preliminary hearing, unfortunately without a photographer. Until I lucked on you, that is. Robbie showed me the shots you left last week great perspective stuff… what were you, five stories up?"

"Sorry I just turned in some shots and I've got an appointment."

"Another time then."

"Sure."

The taxi drove away.

"I wouldn't mind working with her in the future." He caught himself "What is with you today Parker don't you know when to quit. If I find out Symbi is behind this I'll go and see how he likes rock concerts."

"Who was that weirdo?" MJ asked

"A new reporter she was desperate for a photographer but I turned her down."

"Smart man."

They changed again but before they started swinging he had an idea.

"Hey would you mind if we stopped by the Baxter Building first Reed Richards can test your powers?"

"I'm supposed to meet Aunt Anna in two hours but that would be fine."

They arrived at the Baxter Building and Peter and the FF watched as she was put through her paces dodging security drones and weightlifting under hydraulic presses.

"Ms. Hardy came to us a few weeks ago asking if we could give her superpowers. We were worried she'd get into trouble."

"We… found a way."

"Her style of motion is different but her speed and agility matches yours, the probability manipulation is quite impressive though" Richards observed as the drones were destroyed one by one "it seems to require some conscious effort on her part however (once again for Felicia the bad luck powers work automatically and make harming her near impossible but MJ's version is weaker) unfortunate as otherwise it would match your spider-sense and you'd be on the same uncanny defensive level."

"It does come as a relief when I started dating Cat I thought it would be a relief being with someone who could share this part of my life and hold her own but I realized that that just exposes them to danger more and increased my worries."

The results from the strength test were coming in.

"This is remarkable her muscle mass hasn't changed but she's lifting twelve tons."

"That's more than the ten I can manage."

"Actually it's more complicated the last time I studied your biology I found out that you mentally hold back a lot on your strength certain emotional stimulus can allow you to harness your full potential like when a woman lifts a car to save her child you can be in the 100 ton range right up there with Thing and Thor. Ms. Hardy is stronger than you on a given day but if the chemical readings I'm getting are any indication she can't overclock herself like that."

His words did seem accurate on a few occasions when he was motivated by love or rage his strength he had manifested strength at least twice his usual strength. The girls now had the effect of his spider-genes on their own biologies in spiders and pretty much all cold blooded animals the females were stronger and larger than the males so it wasn't much of a surprise that they'd be stronger than he usually was you'd expect 15 to 20 tons but this wouldn't run all true to form as the different species biology's collided in this case as mammals the lower muscle mass of mammalian women.

"She gave the Hobgoblin a run for her money earlier today."

"I understand you got that new costume and webbing on Battleworld I'd love to analyze it."

"Sorry my costume and webbing are… proprietary but maybe in a few weeks. Thanks Reed this will make us a bit more prepared when we go out there."

"My pleasure Spider-Man."

Mary Jane emerged from the chamber.

"That was the most perilous workout I ever had."

"You should try the Danger Room sometime."

"Nah I'll save some energy for the dance floor. These powers are a real kick though I won't need help moving furniture ever again."

"It gets old after you crush your fifth alarm clock."

"That's rough."

She gave him a peck on the cheek and they then made the journey back to his apartment. They stopped a few blocks away.

"Is the coast clear?"

"My spider-sense isn't going off."

Then I can drop the charade.

Her body returned to its normal form and she viewed his reaction.

"You said seeing me dressed like this turned you on?"

"Yeah you're both equally beautiful 10's in my book but…"

It reminds you that I can now hold my own against the scofflaw set?"

Exactly.

"I'm not going to let my life get consumed in your shenanigans so don't expect me to go out to often but I think I'll ditch these threads and form a costumed identity of my own maybe Jackpot, or The Scarlet Spider speaking of costumes I prefer your original look myself I remember watching you wrestle on TV when I was just 14 there's something about it."

Peter was thoughtful for a second and mentally controlled the symbiote experimenting he had it change its look to match his original costume then fully retracted the mask.

"Cat likes the black more probably makes me look more like a creature of the night to tell you the truth it's a rip off of that new Spider-Woman's outfit my mind was on it when I was on Battleworld. Maybe I could alternate to your likings."

"Maybe."

Mary Jane had a look on her face as if she were going through a strain then settled.

"I thought we could use some privacy Felicia won't be able to listen in now it's the least I could do to get back at her. You wanted to know what went down with the symbiote? Merging was a terrifying experience but it felt good… physically that is the symbiote was… accommodating when the bond was completed it shared its memories with it. Cat the symbiote and I talked for what felt like hours the feeling of sharing the same body the same mental space with another was something to get used to. After I agreed to the arrangement the symbiote fully bonded with my body and psyche the fragment as good as surrendering its soul to me whether it was a gesture of goodwill or an act of love or rebellion against its nature I don't know but it was intentional and it's a decision we made before I was even consciously aware of it. I agreed to the symbiotes arrangement because… well I would have declined and bolted probably run out of town and it would have let me but it showed me your memories those of how you became Spider-Man Peter my main attraction to you has always been your sense of responsibility it's something I've too often fled from in my own life. I never knew why you were Spider-Man whether it was for the thrill, some vague desire to do good or an easy buck I admired you in my own way whichever it was but when I found out about your responsibility and the true depth of the love you have for people for so long I wondered who you really were Peter Parker and Spider-Man were both mask but now I realized two sides of the same coin no more or less what I loved. I realized that your activities as Spider-Man were just an expression of the responsibility that is such a part of you not an expression I much care for but that's beside the point. As far back as I can remember I was attracted and repelled by you in equal measure… I can't let myself get close to people I fear getting hurt love was a cruel thing because from my experience marriage, kids were a death sentence no one was going to tie me down keep me from living my life."

"You know you could have told me."

"I wasn't as long as you were lying to me."

"But you didn't always run you were there for me when Gwen died that was… well if you knew what had happened at the time and you decided… Wow."

"Yes it was at that moment that I first realized I loved you and I choose it knowing firsthand the risk."

"So Goblin's weren't going to scare you off just wedding rings?"

"It's a bit messed up but I came around."

Peter could hardly believe he was asking the question but it came out.

"Will you marry me?"

Having glimpsed your soul and how beautiful it is Peter I knew this was the moment I had to take you right now and accept the risk or leave you and grow old alone because the one thing Felicia and I have in common is that for all the guys I've flirted with and all the mystery men that have caught her eye neither of us could possibly get over you and I choose love. Before I had sensed quite a bit of fear and hostility from Cat along with one of the most maddening loves imaginable. Whoever you picked in the end the other would be waiting the marriage out I couldn't shatter her dreams and she was able to empathize enough with me we agreed to the symbiote's offer to play on the same team. You, me Felicia we were all wearing mask trying to escape from one thing or another but we have it in ourselves to fix one another, to take a stand, make each other whole, complete in a way we couldn't anywhere else it's time for us to grow up. I've endured things, gone places I never would have been able to without you let's face it Tiger you're good for me."

"Lady… we're good for each other!"

"That's great Tiger but I think there's something we need to talk about first what about Gwen?"

"Gwen's gone, Mary Jane. She's been gone a long time."

"I know, even so, she's always been between us, Peter, like a ghost in your heart. Do you still love her?"

"Of course. I think of her every day… rehearse how I could have saved her every night in my dreams but you've seen my memories you should know how my feelings for you supplanted hers knowing that saved my life. (See ASM #150) I love her and I miss her and she's dead. All these years I've been looking for the one and I never saw you for what you were because of Aunt May she said you would make a good housewife and had a wonderful personality, because I was fooled by a mask while you saw me for exactly what I was because you weren't perfect and came with baggage but that's what real life is like."

They were now in each other's arms.

"Gwen was my past, MJ you're my future. Forget the future I'd rather live right now. Me too, this moment is all we ever have."

The two kissed passionately neither had experienced one like this since that night after the clone business was over (I'm assuming it happened and little more off panel in ASM #149 after the door closed ambiguously) it continued just long enough for them to really savor it and then she broke off.

"Easy Tiger you almost make a woman feel missed."

"You were quite the heartbreaker."

"471 and counting."

"You keep count?"

"Of every rejection yes.

"Maybe it's time to stop running, maybe there's nothing wrong with making someone else happy—as long as that person makes you happy."

"You mean…?"

"I mean yes Peter yes… I'll marry you! Now let's get back before Felicia comes out and finds us."

They descended through the skylight and found Felicia in the black symbiotic dress.

"My turn." She said as MJ's symbiote transformed into civilian clothes and she began to leave.

"I'm really excited about this Cat but your identity is publicly known if Peter Parker and Felicia Hardy were seen together my identity would be blown in a matter of days. And I haven't yet…"

"Would you rather go out in street clothes and wear that mask over your face?"

"Well when you put it that way."

"Relax I can disguise myself too. I'm really a blond dye my hair white."

The symbiote worked its magic before him restoring her hair to its natural color.

"My mask doesn't conceal a whole lot of my face if this isn't enough of you I might borrow a few things from Molly Joe."

Her face adopted some of Mary Jane's features but it was very subtle just enough so that you wouldn't recognize her if you didn't see her often.

"Am I boring enough for you?"

"Like you could ever be."

"I choose where we go out."

"Is it going to cost me an arm and a leg?" he asked knowing how she liked to live in penthouses or fancy hotels.

"Expensive but I'll pay my funds are dwindling but I still have enough for a few months of luxury."

After a limo ride they found themselves in a part of town he wasn't familiar with.

"Where are we?"

"About to enter the seedy underbelly of the criminal underworld there's a lot to my world that's slipped under your nose perhaps you can fight crime better if you knew more about our lives."

They stopped at the entrance in front of a bouncer who looked like Crusher Creel "The Absorbing Man."

"Who are you?"

"Felicia Harvey and Peter Parker."

He checked. As he waited Peter was paying attention to his Spider-Sense in case it went off.

"You're both on the list. Hey Peter Parker you're a photographer for the Daily Bugle right?"

"Yes you're the guy who take all the pictures of Spider-Man right?"

"Yes."

"My girlfriend (Titania) is terrified of the creep but you provide all of the photos for Jameson's editorials. Maybe you could do a story for us we're thinking of going straight if there's money in it."

"…I'm not a reporter but I'll keep in touch."

"You two are welcome here but if you got a camera on you I'm going to have to take it don't breathe about this place to anyone or they'll send the Beetle after you."

The Hulk villain frisked him and found the camera he showed off letting his hand absorb its properties and put it away.

Felicia led him inside.

"Really Felicia Harvey?"

"It's not my best cover but it has served me for years."

The building housed a casino floor and small high end restaurant but the establishments primary attraction was an auction house where nefarious individuals bid on weapons, powers, gadgets and other memorabilia and possessions of supervillains. Peter took a quick look at the day's items as he passed on display was The Gladiator's armor, the acid worn remains of Rocket Racer's skateboard and a painting of Victor Von Doom before he was disfigured.

"Educational huh?"

"Who runs this place?"

"Blackie Gaxton this is an equal opportunity facility he's granted a level of independence from all the gangs. This booth is reserved for us."

They settled down and Felicia Peter took the deco and more importantly the patrons.

"Don't stare Lover this isn't the place. Not quite the Machiavelli Club but that's very exclusive I heard the Kingpin could hardly gain membership."

"I never knew they had this kind of infrastructure." He said averting his eyes from the Shocker.

"Oh this is nothing. But you're right crime and supervillainy have found their own niche in the global economy after all it was corrupt businesses after World War II that made it take off."

"What!"

"Perhaps another time Spi… I should probably just call you Peter while we're here. They always have something good here we should look at the selection the waiters are not the most patient and they are armed."

They started looking at the menu the waiter arrived a moment later.

"Can I help you?" asked a thug-waiter he recognized once worked for the Crime Master.

This season they've got all kinds of exotic meats and crops from the Savage Land. What do you think about a little dinosaur or some paleo salad?"

"I'm never gonna get the chance anywhere else so why not. That'll be two Savage Suppers."

"I'll have a martini myself. You?"

"I don't drink much. I'll just have a mineral water."

"It'll be ready in a moment."

After making sure no one was sitting nearby they began to talk seriously.

"Even without our costumes I'm expanding your horizons."

"It's all fun to you isn't it. I can't believe your mom was okay with this."

"She wasn't but that doesn't mean she didn't care. Mom was quite happy that I went straight and she gave you her blessing."

"I love you so much it drive me crazy but I worry that maybe we're just not meant to be. If it wasn't for that time The Answer kidnapped you we wouldn't be together right now."

"Yeah…that." Felicia remembered her arrangement with the Kingpin's employee and how they faked her capture in order to get them back together after a fight.

"I just don't know if it's the responsible thing you can be pretty amoral."

"Look Peter I understand your feelings about your Uncle—I really do—but frankly, it's beginning to wear a little thin! I mean isn't it about time you unpacked some of that emotional baggage you're carrying around with you? I mean take me for example! My father was a crook! A top notch cat burglar! Mom tried to keep his career a secret—but eventually it got out! I spent half of my life hating him and the other half trying to emulate him! As a kid I was an outsider, constantly ridiculed by the other children because my Dad was a convict. When I found I couldn't be part of their world, I decided to become part of my Father's—after all isn't that what kids do, try to grow up to be like their folks? So I set out to be the best cat burglar in the business and I succeeded! I liked my life of crime! It was glamourous and rewarding! I feel no guilt or shame for what I did—in fact if I hadn't fallen for you I'd still be doing it!"

The waiter arrived and they paused until he was gone.

"But can't you see how wrong that is? You don't seem to have any sense if right and wrong and you're still keeping secrets from me! What kind of relationship is that?"

"All right Spider, if you're that determined to find out where I got my powers, I won't leave you in the dark any longer. The truth is, I got my powers from the Kingpin!"

"The Kingpin of Crime?! But how? And more importantly why?!"

"The how part I don't really understand! He had some machines and some drugs that gave me my cat like abilities. They enhanced my strength, speed and agility—and gave me a bad luck factor that caused harm to befall anyone or anything that tries to harm me! As for the why I should think you know the answer to that! I did it for you Spider!"

"What!"

"Of course I wanted to be with you. Share your adventures. But you feared for my safety! The only way I could keep up with you was to gain power and put us on an equal footing! I went to every super hero group in town, and no one would help me and then the Kingpin offered them though he concealed his identity until after it was done."

"So that's why such rotten things have been happening to me lately Kingpin wanted to use you as a weapon against me eventually either I'd die or my heart would be broken."

"The symbiote noticed what was going on I couldn't consciously control it before but it's let me harness my full potential like this."

She looked over at a slot machine for a few seconds and it landed a jackpot Boomerang who had been operating the machine quickly began collecting his winnings.

I know you saw yourself as a liability that it was very emotional for you when you ran away from me after our encounter with Cobra and Mr. Hyde you had thought me dead for several minutes but you managed to defeat them both without powers as I recovered I wanted to let you know how proud of you I was that I'd finally accepted you didn't need them to be my partner."

"Oh, well nobody's perfect! Oh, Spider, I would never hurt you purposely. You know that! I gave up crime for you—I gained these powers for you—and I gave my heart to you! Don't turn me away!"

"Cat, I…"

She leaned over and kissed him for the first time out of costume he just couldn't stay mad at her.

"You were tricked I understand I forgive you but I'm going to have to pay Fisk a little visit."

"He tried to kill my Sp… my Lover and use me to do it he's gonna be lucky if he can breathe through a straw when I'm done with him."

"We'll I was thinking that we'd get the evidence to lock him away and humiliate him but yeah."

Felicia was now really paying attention to him and it felt good for her not to be looking away like she used to though her intensity was a little uncomfortable.

"Is MJ tuning into our date?"

"I'm giving her the gist but she's not as… interested I guess and sometimes I like a little privacy."

"I wouldn't know."

"Are you still mad at me for breaking into your Aunt's house? Or is it the Bugle?"

"Both I guess."

"Peter you're the smartest, sweetest, noblest most amazing guy I know you have so much potential, I get that you ditched the world of show business that you're not interested in using your powers that way working freelance the Bugle gives you a lot of freedom and the irony of getting paid by Jameson is delicious but maybe I would have been a little more interested in Peter Parker if you had invested more in him before we met."

"This coming from the woman who had me spending almost all my time in costume. I made sacrifices for you…"

"The symbiote let me know you quit grad school, spent less time with your friends and at the Bugle all this drama we've had it's the reason you haven't had the time to patch things up with your Aunt."

"That's true."

"But I've made one's for you a lot of them I'm not going to ask you to be Spider-Man 24/7 but I want you to respect me you complain about me so much I never seem good enough for you."

"I've invested a lot in you even had Jean secure you amnesty I don't think I've ever been as involved in a woman's life before as little of that as there is."

She tried hard not to be offended by his slight.

"I had a lot of friends that I didn't show you I didn't want them to end up in a cell. Sp… Peter I realized while I was waiting for you to come back that the three of us have something in common we're all in love with life we just have different ways of showing it MJ and I try to live life to the fullest in our own ways get as much out of it as you can and you hold it so dear that you devote your life to preserving others so that they can live the rest of their natural days and so their families aren't hurt. You've rubbed off on both of us made us a little more altruistic but you scarcely do anything for yourself maybe we could all find a balance between self denial and fulfillment I think we'd all be happy that way."

"I never thought of it that way."

"So you're still okay with our arrangement."

"Yes I get it that's great. I'm just trying to work out our future do I marry you or her… officially or both? What about my Aunt? Career? Identity?"

"We've been giving some thought to that as well?"

"You mean you and MJ or you and the symbiote?"

"Both."

"I was hoping you'd go public with your identity sometime. After I finish your education of course."

"But my…"

"Your Aunt will have a heart attack we both know that's not why you've kept it secret."

"The danger to my loved ones?"

"Yes you've been very worried ever since Gwen it's well founded but Mary Jane and I can take care of ourselves you're friends like Harry and Liz would be harassed anyway I'm sure we could get your Aunt some kind of protection The Avenger or the FF if not then SHIELD might be willing your parents were agents."

"What's your angle?"

"You would not have to put up a front with anyone. You'd just be yourself all the time ever so much more the man MJ loves and get the praise, respect that you deserve."

"What does she think of this?"

"She's against it. She wants to have her own life, career without the complications that would arise if people knew her as Mrs. Spider-Man."

"I'll have to think about it." Peter replied not wanting to tell her that he might not be Spider-Man much longer after saving Aunt May a few months ago when the Burglar (Dennis Carradine) came back he felt like a great weight had been lifted off his shoulders. Once he took down the gangs, brought the Hobgoblin to justice and made sure Doc Ock was no longer a threat there was a good chance he would retire. Then he remembered something "Hey that one time we were trapped under a web net and we almost did something stupid I think you said something like you wanted to find out what you get when you mix a spider with a cat? Do you want kids?"

"We'll I want to enjoy some time to ourselves but yeah I always liked kids (her fondness for children was revealed in SSM #113) and I'd want to have a child maybe a daughter… Felicity has a nice ring to it. The idea of suburban life frightens me but I guess I feel like a kid would be the ultimate confirmation of this." She gestured at them

"We'll that's nice It's not a dealbreaker but I do want children.

"Oh you'll have them crawling up the walls."

"Literally!"

They laughed and then Peter remembered the symbiote.

"What was it like when you were in the cocoon? Why did you make that deal?"

She answered quite quietly mindful of her surroundings.

"It was actually my idea I'll tell you. First there's something you have to know about me. We've been connected far longer than you may believe you see my father used to tell me stories about his family many of them were about my great grandmother whom I was named after. In the 1930's she had a relationship with a vigilante who dressed in black and fired webs he was called Spider-Man but his real name was" she was real quiet now "Peter Parker one of your ancestors I presume."

Peter could not hide his shock.

"Why did you think I liked you're new threads so much? Anyway they were a couple for some time but she borke up with him after being disfigured by the original Crime Master she broke up with him and he married a redhead. Her anger never left on either count but never really got over him romantically either. My father brought me up to believe that his family was still out there and someday another Spider My Spider would emerge and I'd fulfill my destiny. A fairy tale most would say I would have signed it off myself if you hadn't appeared on television when I was a teenager. I trained for years to become the Black Cat to follow in the footsteps of my imprisoned father, to eventually break him out it but it wasn't my only reason. So yes I might have never known you if you weren't Spider-Man but that doesn't mean we weren't meant to be. You can see how it was hard for me to face you unmasked it wasn't because I was in love with the costume but I didn't want to think of or face you as something less an average man instead of my beloved soul-mate."

"It seems that's not a problem anymore."

"Yes when I experienced your memories I realized it was the Man who became the Spider and that Man was so much more than I'd imagined. I may prefer the excitement and adventure of the night but Peter Parker is… I shouldn't say it here… But you get the point could my love for you be real or authentic if I could only approach the idea of what you are?"

"That's… I think we'll have a lot less fights in the future."

"Oh we'll have some but we'll find new things to be contrary about instead of beating dead horses and we'll both be more considerate with each other."

"Sounds like you have things figured out."

"I may be an erratic, amoral, romantic fool my love but give me a little credit sometimes."

"This Parker family business you're talking about… I'll have to look into it. Hmm… a redhead so that's why you felt threatened when you saw Mary Jane? You thought history was repeating itself?"

"Indeed… when I came in through the window and saw her yes I was scared that you were dating her behind my back but this wasn't the first time when I was looking for you when you were on Battleworld I couldn't find you anywhere and was worried that you'd found someone else who liked plain old Peter Parker. It didn't get any better when I was in the cocoon."

"You found out about our past the years MJ and I have been friends and sometimes more?"

"Yes but not nearly as much as something else."

"What was it?"

"Once I realized the symbiote had no ill intent my mind accepted the bond quite thoroughly why not take that kind of power and convenience. Of course the two of us were sharing a body at the time and I had to wait for her. The symbiote had originally intended to take her mind and body and integrate whatever was special between you two into myself enhance me into something with more long term potential but there were some snags."

"Snags?"

"First of all neither of us knew what it was looking for it is beyond all manner of definition you can't copy someone's soul though it may be tweaked, refined, strengthened. The second problem was that the symbiote didn't realize that by bonding with us it would develop the same loyalty to each of us after bonding to Mary Jane it couldn't butcher her for me in fact if anything its loyalties transferred over to her despite the friendship we'd cultivated. The third problem came in the form of a vision. You see there is more to your powers than you may think there is an animal nature lurking within the recesses of your mind the symbiote was able to pick up on it earlier in you and it can make some use of its perception. See the Spider knows in ways normal men cannot: it see into things; beyond things including the strands of Fate that bind us. We saw something within Mary Jane that caused us both to recoil her place in the Web of Life of which you are the center. We saw forces at work and visions beyond our minds ability to receive including the greatest superhero yet to be born. You two are not fated no not from birth but have been nudged over the years by an adopted fate. There is something so special about you two that the man upstairs or whoever's running the cosmic show took notice he's only seen five or six couples like you before and really wants you to have a family. The only way for the symbiote to remain with you in the long run was to do something like what we did. After letting us go through the different sets of memories and come to an agreement the symbiote made the proper adjustments to our biology's and neurology's our minds entered a merged state and then the body within the cocoon split in two. Jealous and still in awe her piece of the symbiote sacrificed its own mind as it deepened the bond becoming truly one with her and that brings us up to date. Now you see why I was so willing to "declare a draw" with Mary Jane because you two are meant to spend the rest of your lives together and I can never win."

"Felicia I… I don't know what to say… this is all…"

"Pretty deep conversation for our first normal date let's dig in before the staff loses their patience and does something they'll regret."

They ate their meal in silence. Felicia paid the bill and then Peter felt his spider-sense go off he followed its guidance and spotted a familiar figure walk on stage.

"Maybe we should hit the dance floor." She suggested

"Not if you don't want to lose your valuables that's the Hypno Hustler and his Mercy Killers about to perform we should get out of here."

He took her arm and they rushed out Peter picked up his camera from Creel and they hailed another limo. She dropped him off at his apartment and headed towards her own hotel. It had been quite a day to say the least.

"Are We happy are we going to keep us?" the symbiote asked as he stood in his apartment.

"Yes… but I've got my eyes on you." He mentally commanded it to go to the chair he usually left it. It didn't obey.

"Can't we stay? It'll be good for your health."

"Tonight but if I have another dream…"

"We can't promise you won't."

"Allright."

The symbiote formed pajamas and a few minutes later Peter settled in bed.

"We love you so very much." The symbiote stated clinging to his body in a lover's embrace.

The symbiote plotted as he slept it had plans for all three dubious as some were none were in its own interest. The next day Peter went out as Spider-Man while MJ and Felicia took care of their own business. As he went on patrol he was pestered by The Toad who wanted to be his sidekick. After setting an appointment he returned to his apartment to review his photos.

"Not too shabby even Joe Robertson will like these pix the man's been one tough editor lately. Now if I could just solve our Toad problem our meeting in an hour and I still don't know what to say. What can I say except…"

Kermit the Frog interrupted him on the television.

"It aint easy being green, cause green's the…"

"That's it I'm heading up to the roof. Maybe some fresh air will help me think clearer."

Peter opened the skylight and saw his neighbor Bambi sitting on the roof.

"Why hi Peter you must be feeling pretty spry this morning, coming through the skylight."

"Oh, hi, Bambi. Yeah stairs are so dull y'know?"

"Who didn't notice my Spider-Sense tingling mildly, to warn me." He thought "Well, no harm done my next door neighbor can tingle my spider sense anytime. "

"Say Bambi—how long have you, Candi and Randi been roomates?"

"Seems forever actually, since college."

"And do you ever feel responsible for them?"

"I try to watch out for them sure."

"But I'm not their mom or anything. They're big girls so am I."

"Hear-hear! Tell me—did you ever have someone you wanted to ditch—gently? You promised them you'd be friends, but—"

"Like creepy boyfriends?"

"Not exactly, but, yeah what'd you do?"

"Oh that's easy. I'd set them up with someone else. It's especially easy if he's a creep, because I could just set him up with another creep and they'd be eternally happy. Peter I might be more help if I knew what you were talking about. No Bambi you've been fine, thanks."

"Oh Peter I watch the sunrise every morning I never mind company."

Several hours later after encountering The Toad, Frog Man and "The Spectacular Spider-Kid" who decided to form their own trio.

Note Randi, Candi and Bambi were minor characters during the eighties that existed to tease readers after the break up with Black Cat (They often sunbathed on the rooftop which impeded his efforts to go out in costume. And each were quite vocal about their interest in their shy neighbor) these characters were constantly changing their appearance annoying the writers and artist would get confused making them interchangeable so here are the stats from . Randi's a bimbo with blue eyes, short reddish brown hair, is 5'7, weighs 115 pounds and is the thinnest, Candi is the niece of Peter's landlord Ms. Muggins she has brown eyes, short brown hair, is 5'6 and weighs 125 pounds and Bambi is a blue eyed blond, 5'10, and weighing 135 pounds she's the most curvaceous, sometimes wears glasses, has a son and is divorced.

As Peter entered his apartment building he caught a lucky break Ms. Muggins seemed to be out but Randi and Candi were talking in the hall his Spider-Sense didn't warn him of a box on the floor and he accidentally stepped on it.

"The klutz!" Randi reacted "good thing it was like… only trash."

"We gotta stop meeting like this Parker." Candi said her tone indicating she meant anything but.

"Well I… I'm probably moving out soon don't want to give your Aunt any trouble Candi."

He entered his apartment and closed the door.

"Drat he's leaving!" Randi commented

"My Aunt saw some lady dressed like a cat burglar come out of his room she doesn't know if he was being robbed or the dame was his girlfriend. Wouldn't it be a hoot if he was dating the Black Cat behind Spider-Man's back?"

"You're kidding?"

"Of course. What are the odds?"

Peter walked to the bathroom of his apartment and emerged from the skylight to find Bambi on the roof facing away from him.

"That creaking skylight means either a twilight burglar or Peter Parker." Bambi said "Did you manage to sort out your problems, Peter?"

"I wound up taking your pairing off advice… in a roundabout way. Sometimes I think life was easier when I had no friends at all."

"Speaking of friends… do you have a girlfriend?"

"It's complicated." Just how complicated he wasn't in a mind to tell her or anyone

"Looking around."

"I don't… really know."

"It's getting nippy, mind keeping a girl warm?"

"Not at… all."

"So…"

"So…"

"Sunsets are nice, too the clouds always look like fiery cotton… or angry dragons. What do you see when you look at the clouds Peter?"

"Bambi, my friend… you wouldn't believe me if I told you."

…

At Ravencroft a middle aged woman Doctor Ashley Kafka was supervising the placement of a sedated female prisoner into an impenetrable glass cell. At her side was a young woman that had joined the staff two months ago.

"Ms. Quinzel I'm leaving for a few weeks on some personal business and leaving you in charge. I want you to take especially good care of this girl who knows what agony she's endured."

"You can count on me Ms. K and please call me Harley."

"I know but if there's a breakout…"

"You'll be the first to know."

After Kafka took the elevator Harleen watched the prisoner stir for a few minutes then strolled to her office with the place all to herself she opened one of her drawers and decorated her office with her latest superhuman obsession Spider-Man.

"You get more bad press than Doctor Doom, The Red Skull and The Mandarin combined and yet you persist as a hero and keep your sense of humor well don't worry old Harleen's in your corner. Someday you'll deposit the latest crazy here and I'll be able to find out what drives you and write a book they'll see. And maybe then… no don't get your hopes up first it was The Human Torch then Hawkeye…"

We'll leave her be.

…

Elsewhere while Captain DeWolff was salvaging her night a masked figure wielding a scatter gun searched through her apartment he found an envelope filled to the brim with pictures and newsclippings of Spider-Man one had herself in it as well and Black Cat was cut out of the photos that had featured her in the frame to he was not amused.

"Enjoy your night while you can Jean cause I'll send you to Hades soon enough."

**Some notes: Peter will manifest additional symbiotic powers but aside from camouflage abilities he will not demonstrate any Venom like characteristics or appearance for that matter. You'll have to wait till chapter 4 for the lemons to start. Let me know what you think of DeWolff, Mercado and Peter's neighbors. Several more women will appear in the next few chapters. What about MJ's heroic identity what should her costume and name be? I would have updated this story much faster but I wrote 26,500 more words of my other series before I typed the first letter of this chapter that chapters finished but please be patient there are a couple of things that are keeping me from posting it. Please share all of your thoughts this story will advance through the timeline in its own manner eventually perhaps all the way to Spider-Girl territory. I have just one question for readers when Peter let's Aunt May know his secret identity should it be like ASM# 400 or JMS's run?**


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